War of the Heart
by The Order of the White Knights
Summary: Ben hurts Gwen, so he leaves to defend her the only way he can.But when he disappears as a new alien threat invades the alliance he helped to create,Gwen leaves to find him.Even if it means searching every planet with his new friends.2yrs after AF. HIATUS
1. Hero's Pain, Leaving, and Messages

**This is another idea we had for a Bwen fic. Hope you guys like!**

**Hero's Pain, Leaving, and Messages**

"Ben! Don't do this. You said it yourself it was an accident!" a red haired girl pleaded with the brown haired boy. They were in his room as he began packing his belongings into a duffel bag.

"I've decided Gwen. I can't risk it happening again. Not around here. It's better if I lose control like that on the enemy." The boy said, avoiding her eyes as he roamed his room.

A third person was in the room. A raven haired guy was sitting on his bed with an arm in a sling. "Ben, she's right man. This doesn't have to happen. We could go find that Azmuth dude and…"

The boy turned to glare at them. "None of you know how I feel! Turning into that…that thing and attacking you guys! Almost killing you! No, it's better if I go."

Just a few days earlier, Ben had acquired another set of aliens to go with his previous ones. Instead of just ten, he had gained eleven of them. When he tried the mystery eleventh alien, he had turned into a strange being and in a fit of rage attacked Gwen and Kevin. Kevin had faced most of the attack, but when Ben had reverted back he still had anger and attacked Gwen in his regular human form. He had finally snapped out of it when he saw her tears.

He had stared down and the bruises and bleeding Gwen had on her body and nearly broke. Kevin had some broken bones but had still been standing. After making sure that they were dropped off at the hospital. Ben had run back to his house. He wasn't able to see Gwen as she was, since her wounds had come from him. He tested out all of his aliens and each one brought anger to his body. He had torn his room apart so bad it looked like a war zone.

He had been locked up in his room ever since, refusing to see anyone. Then Ben's parents had informed everyone that he had decided to join the Federation Army and repel the invaders of the human colonies. A new alien empire called the Rakora had attacked several of Earth's new colony worlds, killing all humans. The governments of Earth had decided to band together to form the Federation, calling upon all able bodied persons to defend the outer colonies. Since most colonists had relatives back on Earth, many joined the newly formed army. Ben had lost his secret when an advanced team of Rakora had arrived to reveal his identity. After sending them away, Ben had been pushed to join the army, but he had kept refusing for some reason. Until now.

Kevin stood up and put a hand on Ben's shoulder. "I may have done some terrible things in the past, but you're right. I don't know how you feel. If this is what you think is right, then I won't stop you dude. I'll even drive you to the loading docks." He left the room after that.

Gwen stared at her cousin. _We could talk this out! I know we could! He doesn't have to leave!_ Tears slid down her face as she tried to find words that would stop him. Ben finished filling the duffel bag and turned to face her again. When he saw her crying, he walked over to her and embraced her in a tight hug. He stroked her head and soothed her.

"Gwen, please don't cry. It always hurts me when you cry."

"Since when? You always called me a dork before now."

"Since…I'm not exactly sure. Look Gwen, this is something I need to do. Please understand I'm going so that I can fight to defend those I care about. To defend my family and friends. To defend you."

Gwen stopped crying for a moment. "Ben, what're you…?"

Ben kissed her forehead and left her embrace. He picked up the duffel bag and went to the door, pausing before he left. "Goodbye Gwen."

Then he left. Gwen stood there stunned before she realized what happened. She ran after Ben and reached him just as he was putting his bag in Kevin's car. She hugged him from behind and buried her face into his back. "Ben! Since I can't stop you, I won't. But promise me you'll write. At least do that!"

Gwen felt Ben place his hands over hers. "Alright. I promise I'll write to you." Then Ben left her hug again and got in the car. Gwen followed suit and got in the front passenger seat.

Kevin drove off for the new Fleet HQ on the outskirts of Bellwood. They had set one up nearby because so many of Ben's allies lived in the area. As they approached the base, they noticed how several alien species were walking around. Polymorphs, Pyronites, Tetramands, Kinecelerans, and several others. When Ben defeated the Highbreed, they helped him link the worlds of the newly formed Universal Allied Republic by building small scale jump gates. Now the species of all the worlds traveled freely from world to world. Funny enough, except for the Anodites and Highbreed, all the aliens were the ones Ben could turn into.

They arrived at the base gate a half hour later. A human and Thep Khufan was standing guard there. Gwen couldn't help but feel a little uneasy around the mummy like alien after her run in with the one seven years ago. The Thep Khufan waved them forward after checking their identity. They stopped at the base parking lot and got out. Ben made a bee line for the makeshift sign up table. Gwen and Kevin watched as he approached the Petrosapien and made his signature on the paper. Naturally, the diamond alien recognized Ben and stood up to shake his hand. After a few minutes of talking with him, Ben returned to Kevin and Gwen.

"He's got me heading out on the next shuttle. I'll be heading to the military fortress world of Theta Rho."

Gwen recalled the planet. The news media had said that to counter the threat of the Rakora, seven planets were turned into fortress worlds to defend the space lanes that led to the Alliance worlds. Theta Rho was the one that would be the last line of defense if the Rakora managed to overrun the outer colonies and the six other fortress worlds. But thankfully the combined fleet of the Highbreed and the few other ships kept the locations of these worlds hidden. So for now the world served as a training base.

Ben just stood there unsure of what to do. Gwen waited for him to say something before averting her eyes. Kevin walked over and slapped Ben on the back.

"Be sure to kick some reptile butt for me ok?"

"Sure Kev, you got it."

Kevin smiled and walked back to the car. As he did so, he bumped/pushed Gwen towards Ben. Gwen gave him a glare before her eyes met with Ben's. "So…um…"

"Yeah…"

"Ben, I understand you're reasoning for going, but I'm certain we could just figure this out."

"Gwen, when we had to find Azmuth and ended up fighting that huge drone army of Vilgax's, you almost died. I promised myself when I found out you were alive that I'd protect you. I broke that promise when I was the one who attacked you. Now, I'm leaving to protect you in a different way."

"Ben…why are you acting this way?"

"Because…because I…I…l…" Ben struggled to say, but hung his head in defeat. "Because you're my cousin and I value the bond between us."

_What was he trying to say?_ Gwen wondered. Ben hugged her and said goodbye. Gwen watched as he left for the shuttle that had just landed and boarded it, taking one last glance in her direction. Gwen watched the shuttle lift off and disappear into the sky. She walked back to the car and Kevin drove her home. After the end of the war with the Highbreed, she and him had tried to go out as a couple, but found that they preferred to be friends so it didn't last long.

She was dropped off at her house and she went back to her room. She immediately sat down at her computer and decided to look up some things.

**Three Months Later**

Gwen watched TV with her parents, older brother, Ben's parents, Grandpa Max, and Kevin as the awaited event came on. The news channel showed a reporter standing in front of the camera with a large base behind him.

"Hello to all of those viewers just joining us. We're here live at the Theta Rho fortress world, the operating world for the entire Alliance army. Word has just come from the Council of Admirals of a new appointment for a rising soldier in the ground forces of the Army. Look there they are now!"

The camera swiveled to show a group of high ranking officers walking out in front of the base's entrance. The alien races in the alliance that had some type of military force present in the army were given a position on the Council of Admirals. A Highbreed stood in front of a podium and faced the crowd of soldiers and reporters.

"People of the Alliance, we are here before to announce that the Rakora Empire has decided to send its' best warriors against us. Unfortunately, the colony world of Alor has fallen to them. In response to this, a new elite branch of the army has been created. The best warriors and strategists from all worlds of the Alliance are now set in this new elite branch known as the Defenders. At our insistence, the leader of this new force is one that many of us know. He has unified the worlds in the Alliance, saved several worlds from threats of their own, and saved the universe by saving the Highbreed species. I give you Ben Tennyson, known to many as Ben 10."

The entire living room gasped in wonder as the man they all knew walked out from behind the Admirals. He seemed different. He no longer wore his regular clothing. Instead he had some type of black gear that looked similar to those video games he used to play (ODST combat suits). He had a helmet tucked under his arm. On his face was a scar that ran along his right cheek. Upon his wrist was the same old Omnitrix and on his collar were two gold bars. Ben nodded to the Highbreed as he took the place at the podium.

"Thank you Admirals. I accept the task you have given me and agree to lead the Defenders well. I wish to say something more if I may?" Getting a nod from the Admirals, he continued. "I would like to say hello to my friends and family back home. Hey guys! Hope you're watching this! I promise that I'll try to get some time to see you all again. Thank you."

He stepped away from the podium only to be ambushed by several reporters as he tried to head back inside. Gwen smiled as Ben tried to dodge the reporters.

"Was it just me or did Ben seem out of it?" Ken commented. Gwen thought about it. _He did seem to be acting mainly. Funny how he's terrible at it._ "Ten bucks says he was forced into saying that."

"No, Ben wouldn't have been forced to say that. He's too out of it to just say it. I noticed he didn't seem out of it until he said hi to us. He was thinking of something else when he said that." Gwen said.

"Probably thinking of you." Ken said in a mocking tone with a huge grin on his face. The grin disappeared as Gwen threw a pillow at his face. Everyone laughed as Gwen glared at Ken. "What I say?"

"Ben doesn't think of me like that idiot! Besides, he's got Julie to think about."

"Gwen, Ben broke up with her nearly a year ago. Didn't you know that?" Ben's mom said.

Gwen frowned at that and returned her attention to the news. _They broke up a year ago? Why didn't he say anything?_ Gwen saw Ben on the TV and noticed his eyes didn't match the smile on his face. They were sad. _And why hasn't he written yet?_

After the news was over, everyone left for their various homes and such. Gwen went up to her room and was about to settle down when a knock came on her window. She went to it and opened it up. An Arachnichimp was hanging on the edge of her window. She noticed it wore the uniform of a mail courier of the army.

"Gwen Tennyson?" the alien asked. She nodded. "These are two message chips and a parcel for you. Sorry it didn't arrive earlier. Rakora raiding ships have been hitting the space lanes between the fortress worlds and the homeworlds. Have a good night!" Then the spider monkey left.

Gwen looked down at the message chips. One was addressed to her from about a month ago. The other was attached to the parcel and had been sent out a week ago. She took the first one and placed in her computer. A video came on and she smiled when she saw Ben.

"Hey Gwen. Keeping my promise to you and 'writing'. These things are actually better than notes so I'll be using them. I completed my boot camp training just a few days ago, about seven weeks since I left. Now I'm a sergeant in charge of the advanced teams. They wanted to make me a Lieutenant and give me my own platoon, but I turned them down."

Gwen giggled at that. _Ben never did want to have large responsibilities._ "I made some new friends and yes some of them are human. My best friend over here is a guy named Rick. We've been going all over the base causing some minor trouble if you get my meaning. Anyway, this is just a test to see if it gets through or not. Till next time, see ya!"

Gwen ejected the message chips and inserted the second one. Two files appeared on her screen. One was titled "Ben and Friends" and the other was titled "For Gwen". She clicked on the first one.

Another video came on, this time showing Ben in a barracks room with some other soldiers. They were moving around in the background, but then some noticed Ben with a camera.

"Hey, Gwen. I heard about the Rakora raiders so I'm going to send this…"

"Ben, buddy, whatcha doing?" a Tetramand said. He strode over to Ben and looked at the camera he was facing. "A video recorder?"

"Yeah, now could you…hey!" Ben said as the Tetramand picked up the camera and smiled into the lens.

"Whoever's watching this, and I'm gonna assume its' his cousin, I'm Mark, Ben's right and left arm guy! I think you should meet the rest of the squad here." Gwen laughed as she heard Ben in the background saying for Mark to give him back the camera.

"Well now, here's Devin!" The camera turned to a Loboan. The wolf alien looked up from sharpening a strange looking blade. He smiled a bit before waving at the camera. "He's our weapon's specialist. And next to him is Sarah." The camera moved slightly to the left to show a Polymorph. "She's our stealth expert of course."

The camera moved to the left to show three humans. Two men and one woman. The first man had spiked blonde hair and tan skin. The other had jet black hair and grey eyes. The woman…she recognized her as Kai! "The blonde guy is Anthony, comm expert, the black haired one is Rick, and the girl is Kai. She's the only one here who knew Ben from before the war. She's our animal specialist."

Gwen saw that Kai waved to the camera in a half daze. She was more interested in looking at Rick. _Well, at least she's not going after Ben. Wait…why did I just think that? Why is my heart racing?_ "And here's Alan!" Gwen saw a Petrosapien waving at the camera. His body reflected the light from the room's lights. "He's the tech wiz."

Then the camera gave another turn to show a male human with a female Kineceleran. "These are our two lovebirds in the squad, Alex and Samantha, a.k.a. Sam." The two raised their hands to the camera and pushed it aside to a trio sitting at a table. Two of them were Methanosians and the other was an Appoplexian. "The Methanosian on the left is Jeff and the one on the right is Flamar. The grumpy tiger is Tom."

The camera finally got pulled away as Mark went crashing to the ground laughing. The camera landed on its' side showing Ben giving him a double arm lock. "Will you give me back my camera already?" Ben got off him and grabbed the camera as everyone laughed. Even Gwen was laughing. The video ended after that. She clicked on the second file.

Ben appeared in an empty room. "Well, Gwen hopefully you saw the other video first. Wasn't how I meant to introduce my new friends, but I guess it'll do. Anyways, I got you some presents. Open up the box. I'll wait a moment."

Gwen reached for the box and opened it. Inside were several message chips, a few books, and a box. She rummaged around to see what the books were. "If I know you, you're looking at the books first. They're a few books on alien languages, customs, and other factual stuff about our friends. Thought you might like some of those. There's also a few poems and fictional stuff if you're interested. The message chips are for if you want to write me too. I mean…you don't have to…or anything. Just in case. The box has a special gift I found when searching some of the ruins with Mark."

Intrigued by this, Gwen reached for the box and opened it. She stared at the necklace inside it. It was made from some silvery material with a purple stone hanging from it. The stone had red markings on it that shown even in the dim light of her computer.

"I hope you like it. It was found in the southern relic sites of Theta Rho. My team and I had gone there to train for a few days. It was in a room full of drawings of, you wouldn't believe me, but Anodites! I grabbed what I could and I'll try to send you it if you like it. Hope you get this soon. Bye!"

The video stopped after that. Gwen smiled to herself. _He kept his promise to write! I'll have to send him a message and let him know I got the gifts._ Gwen then thought of a perfect plan to mess with Ben. She changed her clothing and turned on her camera.

"Hey Ben!"…

**Do you like? Reviews!**


	2. Homecoming and Home Invaded

**This is another idea we had for a Bwen fic. Hope you guys like!**

**Homecoming and Home Invaded**

Ben was on his bunk staring up into the space above him. He was letting his mind drift to a certain red headed girl. He barely noticed when a red hand appeared waving in front of his face.

"Yo Ben! Snap out of it man!" Mark said.

Ben knocked his hand away and sat up. "What's up?"

"Mail came in today. You got a message chip from home."

Ben brightened at that and jumped down from the top bunk. The squad was now the elite team of the Defenders corps. They had a new barracks room now and three new team members. A Necrofriggian named Frost (ironic name for him), a human female (who had the same power as Kevin) named Jaime, and a Splixson named Copiro. The room only had one terminal and Ben had to maneuver around the others to reach it and the mail beside it. He found the message chip addressed to him and played it. As the video came on, Mark and Rick walked over and stood behind Ben.

"So who's it from?" Rick asked.

His answer came from the monitor as the same red haired girl Ben had been thinking of. He was shocked though to see her dressed in a bath robe that fit her body so well. He heard Rick and Mark whistle at her and call out to the rest of the team.

"Hey guys! Ben must've gotten someone else's mail. There's a babe here!"

The rest of the team crowded around the computer terminal to see the message play.

"Hey Ben! Just got your message, the first and second one. Thanks for keeping your promise to write. The gifts were wonderful. I can't wait to read those books you sent me. By the way, say hi to your friends for me if they're not standing there right now."

The team looked as one to Ben who was bright red. They started to laugh and pester him, causing him to turn redder. "If they are there, I'm guessing they're making fun of you right now for who knows what. I saw the announcement the other day of how you're going to be leading the Defenders against the Rakora Elite. You better be careful. I'm asking that your friends here keep an eye on you and make sure you don't make a fool of yourself. Try to get some time to come home alright? Everyone here misses you."

Ben saw her look down and rub her neck. "Including me. Write soon!" Then the video ended.

Ben heard his teammates snickering behind him and talking about the message. Rick leaned got them to head back to what they were doing and turned back to Zak with Mark looking at the team as they dispersed throughout the room.

"So, you finally gonna visit them?" Rick asked.

"I don't know."

"Ben, its' been nearly four months since you've been there. All of us went to our homeworld for a couple of days at a time. We should visit Earth. It'd be good for you."

Ben sat in silence. He turned to look away…and found himself face to face with Kai. "What's up?"

"I think its' time we pulled a first act of mutiny. Rick, myself, and you are all from Earth. You won't let us go to Earth for who knows why, but I know that if you approve it for one of us then you'll have to go as well. If that's your excuse, then its' a bad one."

"I…"

"Hey guys!" Kai called out to the others. They looked over at her with smiles on their faces. "If you think we should drag Ben back to Earth for a few days, raise your hand!"

Ben watched on dismay as the entire team raised their hands. Then they sprung into action, packing their things and forcing Ben to do the same. Mark, as second in command, made the call to command who wound up approving the sudden trip. Ben was so busy trying to get his team under control, he never saw Kai settle at the computer for awhile.

**Earth, two days later**

Gwen was with the whole family again when a message chip arrived for everyone to watch. They hooked up a laptop to the TV and played the video. Everyone was surprised to see Kai, not Ben, appear on the video. They could see commotion in the background as she smiled at the camera.

"Hello, hopefully I'm talking to the entire Tennyson family and friends of Ben. Some of you know me and to those who don't I'm Kai Green. I'm the animal specialist for the elite Defender team." She was interrupted by Ben chasing a Methanosian (Jeff if she recalled) who had a small device in his hand and running from him. "As you can see behind me, we're performing an act of 'mutiny' and forcing Ben to take a break. We'll be visiting Earth on leave for a few days. Mark? What time will we be getting there?"

The Tetramand leaned in to the camera's view. "I spoke with the Minister of Transportation and Military Leave. He said we'd be able to leave and get there in three days time. We'd just have to make some side trips to deliver some messages along the way through the jump gates."

"Ok, so we should arrive there the day after you get this. Just so you're aware, Ben seems really flustered about coming home. Think it might be time for a big party to welcome him home? We'll see you soon!"

"Kai, what're you…YOU DIDN"T…"

The video froze as Ben appeared behind Kai with Rick and Alan holding him back. The entire family (plus Kevin) was laughing at Ben freaking out. Then they began to talk about what to do about Ben and the extra guests they would have. Gwen was only partially aware of the conversation as she thought of Ben coming home. She couldn't help but feel really excited by it.

_Why do I feel this way? He's my cousin…is it just that I miss him so much since he's family? That might be it, but…_

"Gwen?" her mom, Lily, asked. Gwen looked at her with a questioning look on her face. "You didn't answer me.

"Sorry mom. What were you saying?"

"I was asking if you'd go with your father and Uncle Carl to go pick up Ben and his friends tomorrow."

"Sure mom." Gwen answered with a smile. They spent the rest of the day planning tomorrow and Gwen showed them the message about Ben's new friends.

**The Next Day**

Gwen stood there waiting for Ben and company to show up. Her dad, Frank, and Uncle Carl were waiting a few feet away from her at a small bus they had rented to move the fifteen expected guests. Her mother and Aunt Sandra were making a large meal for them while Ken, Kevin, and Max worked in the backyard to make a small camp area. Even Grandma Verdona had come the night prior for the special gathering.

Gwen looked at her cell phone for the time. 3:45 pm. She looked back at the jump gate the base had and waited for the gate to come alive. She got her wish as the light inside the portal sprung forth. First came two low flying fighters, followed by three transports, and finally two more fighters. They all landed in the center of the base and powered down. A large crowd of troops and reporters centered around one transport in particular and then sounded confused when the passengers filed out. Gwen heard the shouting as the reporters wanted to know where Lieutenant Tennyson was.

Gwen almost started to get sad. But then she noticed some troops spreading out to form a sort of wall to shield some cloaked individuals rushing past them out of the second transport. She couldn't help but laugh at the group rushing past them and sneaking out of the gate. She waved towards them and they ran for the bus. One of the individuals stopped in front of her as the rest went past her.

"Hello, you must be Gwen right?" a heavy voice inquired.

"Yes, I am, and from your voice I'm guessing you're Mark?"

"Yep, hang on." Mark answered. He reached past her and grabbed the back of one of the persons running past her. He yanked him back and pushed him into Gwen. "I think this man was trying to sneak past you."

"Thanks Mark. Glad to know there's someone I can trust from Ben's team."

Mark saluted her before making his way to the bus. Gwen reached out and pulled the hood back from the man's face. A distraught Ben stood in front of her. She studied his face to notice any changes. He had a gleam in his eyes that spoke of seeing places vast and far away. He still had the same brown hair, clean shaven face, and familiar smile. The only real difference she could see was that he had a scar running down from below his right eye to his neck.

"Hey Ben. Trying to avoid me?"

"Not at all Gwen. Not at all." he replied with a smile. He hugged her close and stroked her back. "Just wanted to see how long it took for you to find me."

"Kids, come on! I think the reporters see you!"

Gwen and Ben laughed and ran for the bus just in time before the reporters started to look in their direction. They made the trip back home in silence and ended up avoiding each other. They arrived home and the welcoming party began. The mixture of aliens and humans would've seemed odd to anyone else, but to this particular family it seemed right.

Anthony, Alan (the Petrosapien), and Devin (the Loboan) were talking with Max about some tech the Plumbers were researching. Rick, Frost (the Necrofriggian), and Alex were talking with Ken about cars and such. Tom (the Appoplexian) and the Methanosians Jeff and Flamar were playing football with Kevin, Ben, Carl, and Frank. Copiro (the Splixson) had split into several copies and tied two different colors to their arms for the game.

The Tennyson women sat at a table talking with Sarah (the Polymorph), Kai, Jaime, and Sam (the Kineceleran). They were drinking some home made coffee now that night was settling in and the chilled air began to spread. Somehow, the conversation turned to that of boyfriends.

"So girls, got anyone back from your homes you fell for?" Verdona asked.

"Grandma I don't think that's…" Gwen started.

"Its' fine, Gwen. I have a husband back home." Sarah answered. "He was in the army, but due to a drug the Rakora spread over the battalion he was in he lost his ability to morph and became very sick. My mother is taking care of him until I can return home."

"My love fights alongside me everyday. Alex is my boyfriend." Sam said.

"Do they allow couples into the same units?" Lily asked.

"Normally no, but Ben spoke up for us and they allowed it."

"That's just like Ben. Always helping out others in any situation." Sandra said, smiling at the thought of her son acting so kind to the couple. The group looked at Kai.

"I like Rick, but I can't get him to look at me. He keeps treating me like a kid even when I try to flirt with him." Kai answered.

"Keep at it kiddo, I'm sure he'll realize it eventually." Verdona said with a smile.

The next person was Jaime. "I don't really have it for someone yet, but I gotta say that Kevin dude is pretty hot." she said as she looked over at Kevin tackling Tom in the game. The girls giggled at that and Jaime blushed.

"You have the same powers as Kevin correct?" Gwen asked. Jaime nodded. "What species are you? I've never heard of any alien like you guys."

"Like Kevin, I'm a half breed of a human and an Osmosian. There aren't very many full blooded Osmosians left in the universe. Our ability to mate with almost any alien species caused us to branch out. We don't even know where the original homeworld is anymore. But enough about that. Gwen I think you're the only girl here who hasn't mentioned a boy they like."

Gwen blushed at the sudden turn of conversation. "Well…I…don't really have anyone in my sight." She got curious looks from the rest of the girls.

"Really?" Verdona asked. She had a suspicious smile on her face.

"Yeah, I haven't really been looking at anyone."

The conversation changed to the topic of women in the Federation army. Gwen would sneak glances at Ben who seemed to be having fun. She smiled at his goofy expression, his laughter, and even his show-off ness. Eventually the entire group began to settle down for the night. Either inside or outside in the tents that were set up.

Gwen had stayed inside her room, but left to go find Ben. After nearly four months without seeing him, she realized that she secretly longed to talk with him again. Just like in the old days. She found Ben lying up on her roof and staring up into the night sky. He still had his Federation armor/uniform on.

"Hey, enjoying the night?" Gwen asked.

Ben turned to face her as she used her powers to walk up and sit beside him. He smiled and said hello before returning his gaze up into the sky. "So, you couldn't sleep either?"

"Not really. I just wanted to talk with you." Gwen noticed Ben blushing at that. Then she reached over and stroked his cheek where the scar was present. "How'd you get this scar?"

Ben sat up as he began to answer. "We were sent to the front lines after our training was down just like any normal unit. Unfortunately the front lines were at the first fortress world: Beta Xi. The Rakora had located it and sent a large invasion force to occupy or destroy the planet. The Federation fleet managed to drive off the enemy fleet, but not before they had landed several battalions at some of our facilities.'

"I was sent forward with my team to go and neutralize one such battalion. We had the entire company supporting us, but I knew one Federation company versus a Rakora Battalion or two wasn't very good odds. I was still shaken up from using the Omnitrix on you, so I fought like a normal human soldier. That was my mistake. If I had gone hero and used the Omnitrix, there's be a lot more soldiers left. My team and two others were the only survivors and most of us were badly injured. The docs got us healed up and sent back out, but I didn't let them touch my scar. I keep as a reminder of what happened."

Gwen saddened when she heard of Ben's fellow soldiers, the ones he had trained with and lived with, being dealt such a wound. She cupped her hand on Ben's cheeks and stroked it. "Ben, it wasn't your fault. That's just war. Just remember them and it will be ok."

Gwen was going to pull her hand away when Ben reached up and grabbed her hand and held it there. Gwen didn't flinch from his touch, but rather felt excited by it. "Gwen, leave it there. It feels good and it calms my nerves."

Gwen blushed at this, but agreed and left her hand upon his face. She was surprised when he reached up and cupped her face as well. "Ben? What're you…"

"Gwen, I feel like I need to tell you the whole truth tonight about why I left. I get the feeling I might not get the chance to after tonight."

Gwen nodded. She had been waiting for Ben to talk to her about this for quite some time now. She turned slightly to face him in a more comfortable position. Ben withdrew his hand and grabbed hers with both of his.

"I left because I was afraid I'd hurt you again. Normally, that wouldn't have been such a big deal. We would've thought of something to do in case it happened again, but because of my feelings for you I thought I couldn't risk it. If anything happened to you…"

"Ben?"

"Gwen, I…I…I love you. More than just family. I really love you with all my heart."

Gwen was stunned and just stared into her cousin's eyes. _Did Ben just say what I think he said? That's why he left?! Ben…_

"If you're mad at me, I can understand that. I was so afraid of how you'd react after I had hurt you that I decided it'd be better for me to leave. But now, I feel that its' the right thing to do and I wanted to know your feelings about it. About me."

Gwen thought about it. _How did she feel about Ben? She always had a warm feeling in her heart whenever she thought of him. She smiled whenever he was around and enjoyed his company. Did I fall for Ben? Yes, Yes I did!_

"Ben I…"

A loud siren sounded before she could answer Ben. Several more sirens joined it and Ben's face turned into fear. His teammates rushed out of their tents and were pulling on their uniforms. The Tennyson family came out from inside the house as other neighbors did the same. A blur came down the street and stopped in front of Gwen's house. It was a Kineceleran. Several more blurs went speeding out past the house and into other ones. More troops that had family in the area were rushing out of their homes and running for the base in the distance.

"What's happening Ben?" Gwen inquired.

"Trooper! Has it happened? Did they find us?" Ben called out to the Kineceleran.

"Yes sir. They arrived in orbit after our generators brought them out of their hyper jump. It's a massive fleet! We were able to jam them before they sent word they stumbled across the planet and the Highbreed fleet is engaging them now! All troops are ordered to return to the base. Some of the enemy has landed and are attacking the base."

The Kineceleran sped off at that. Ben jumped down to the ground as his teammates gathered around him. Gwen saw him telling them to get the bus ready to roll out. She called out to Ben as she jumped down as well.

"What's going on?"

"The Rakora have stumbled across Earth! They found us! The entire army's being mobilized to repel the attack. I've gotta go. Stay safe!"

Before Gwen could call out to him again, they had entered the bus and sped off towards the base. Gwen stood there in shock. Then Kevin ran past her. "Kevin?"

"You wanna just sit here while there's some action going on?" Kevin called out to her as he started his car. Gwen ran over to him and got in. She looked at her parents, Ben's parents, and grandparents standing in the driveway. She knew they wanted to stop her, but they also knew she needed to go. Then, Kevin backed out and sped towards the base.

"Why do you think a large Rakora fleet passed through the area?" Gwen asked. They were passing some soldiers running on foot to the base. Occasionally they'd also pass a military vehicle. Kevin had spent a lot of time making his car the fastest ever known.

"They were probably on their way to another world to invade whenever they ran across our jump interferers. They may have been caught off guard, but…WHOA!"

Kevin hit the brakes and swerved to a stop just in time to avoid a wreck. They got out to see what was blocking the road. It was the bus Ben and company had taken off in. Gwen rushed over to the bus and looked inside it. She saw a crumpled form in the middle and went over to it. She saw who it was and turned away, horrified at the way the person died. Kevin entered behind her and saw the body.

"Who is it Gwen?" Kevin asked.

"Alan. His…his head's gone." Gwen answered.

They exited the bus and saw three shapes nearby the bus. They waited as a pair of Rakora fighters flew over head in a dogfight with Federation fighters. Then they approached the group to find Sam and Alex. Alex was closing Anthony's eyes and crossing his arms. Anthony had a huge hole in his chest and wasn't moving.

Sam looked over as Gwen and Kevin walked over. "What're you guys doing here?"

"We came to help with what we could. What happened?" Gwen asked.

"Rakora fighters came roaring down and shooting at anything moving towards the base. Needless to say, we were shot at. The bus exploded and a laser blast took Alan's head with it. Another round pierced Anthony through the chest as the bus came to a halt. While the rest of the team went forward, I stayed behind with Alex while he tried to help Anthony, but nothing helped. He just passed when you got here." Sam answered.

"Come on. We're going to the base." Kevin said. The four of them ran for Kevin's car and sped off towards the base once again. Every so often they had to do dodge laser blasts from fighters taking runs at them. After some tricky maneuvers, they came to a stop in front of the wrecked base gates. As they got out, Sam ran over to a body lying next to the gate. It was Copiro. He had deep cuts all over his body and pieces of shrapnel stuck inside him. He wasn't moving.

"Oh, Copiro…" Alex said. He went next to the body and took something from the uniform. Then they heard a rustling sound. Sam and Alex pulled out pistols while Gwen formed her energy discs and Kevin absorbed some metal.

"Easy guys!" a low voice cried out. Devin came out from behind some nearby bushes with three humans behind him. Each was holding a deadly looking rifle. "Its' us."

"What happened to Copiro?" Alex said. He walked over and pulled out a bandage to tend to one of the human soldiers with a shoulder wound.

"He had split into several forms again and used his numbers to fire several missile rounds at incoming Rakora dropships. Unfortunately, some got through and the first thing they did was toss a grenade into his midst. All it took was one to fall down dead for the rest to disappear. The first waves ran into the base after that. Ben and the others were already in before that." Devin answered.

They told the humans to stay at the gate and defend it. The rest of them rushed into the base and found them facing Rakora infantry. Gwen had never seen Rakora up close. They looked black velociraptors in thick armor wielding metal rods or large blasters. Their helmets sat upon their heads revealing the yellow eyes and snout. She could see rows of teeth from the wicked smiles they gave them.

"GRRR. More meat!" one of them growled.

"Gross! Eat this!" Gwen yelled throwing energy blasts at the Rakora in front of her. They fell down easily enough, but sprang back up and ran at her. The ones with blasters opened up as the ones with rods swung at her. She dodged them and used her powers plus her martial arts to knock them away. She was aware of the others moving around her as well. But she just concentrated on sending the twice her size aliens down to the ground.

_Interrupting my moment with Ben! I'll teach you not to do that!_ Gwen used magic tendrils to toss Rakora soldiers away from her and into others running at her. One hit a metal rod and wound up having an explosion take his upper body with it. _So that's what those rods do!_

Eventually they had killed or wounded every Rakora in their way. Gwen walked forward between the two buildings that formed a path. Several Federation soldiers were lying around dead. Gwen feared the base had been overrun. Then she came out the other side and heard sobbing. She turned towards the sound and tripped over a body. Devin pulled her up and she looked at the body…to see Tom, the alien tiger. Devin let go of her and knelt down next to the older soldier

Gwen looked around to see dozens of Federation and Rakora soldiers' bodies. She turned again to find a Methanosian cradling a body. As she walked over, she noticed it was Flamar from the white star tattoo on his forehead. He was holding Jeff's dead form in his arms and she noticed Sarah's body close by.

She put a hand on Flamar's shoulder. He turned his head to see who it was. "Gwen?"

"Yeah Flamar, its' me. What happened?" Gwen asked. She kept asking each team member she came across because she was afraid she'd discover a dead Ben any moment. _I mean, I've already come across six of his teammates dead._

"We made it here to this little alleyway between the southern and northern parts of the base. Ben was in his Chromastone form and using it to repel the shots fired from the Rakora blasters. Then he saw something else being thrown at us. He said for everyone to fall back. Everyone but Tom, Jeff, and Sarah along with some of the other soldiers got out of range when a Rakora Toxin Grenade went off in their midst. The stuff weakens your body and prevents aliens that can instantly reform from using that ability.'

"Blaster shots came forward and took many of the soldiers down instantly. It tore Sarah apart and took my brother's head off. I hid from the Rakora as they pushed the rest of the soldiers back. They overwhelmed the last few standing from the Toxin Grenade. Tom was still standing, but he couldn't last. He fell after two more minutes. I've been sitting here ever since."

Gwen looked around her. She never heard of such a weapon being used in combat. Then again, the Allied army never shared much information with the civilian population. They only heard about victories, nearby space battles, and planetary losses. She returned her attention to Flamar and gently helped him up. "We should get moving. Which way did they go?"

Flamar pointed towards a building off to the right. They ran for it and saw three Pyronites and two Highbreed Federation soldiers guarding it. They moved past them and entered the building. They saw it was a makeshift medic facility. Alex moved to assist the medics rushing to and from each soldier. Gwen took a look around and sure enough as she thought she would, she found another of Ben's teammates being tended to by a medic. She motioned for the other five (Alex resuming his walk with them) to follow her.

She approached the Necrofriggian who laid down while a medic tended to a wound on his back. "Hey Frost, you alright?"

Frost looked up at Gwen and tried to give her a small smile. "Hey Gwen. Glad to see you got here. Well, not exactly right now."

Gwen returned the smile. "So, what's your story?"

"Getting a lot of those? I was running here with the others when a Rakora squad tried taking us by surprise. We defeated them easily enough, but one managed to draw this nasty looking blade on me at the last moment. He didn't hit anything vital because when he stabbed me, I instantly turned intangible. Once he was dealt with, Ben dragged me inside here and left me with the medics. Funny, we started out with sixteen teammates and now there are only four of them with him."

Gwen frowned, worry growing on her face. _Ben's losing friends all over the place. But…this hasn't happened before. The Rakora must be here in larger numbers than he's ever faced before to keep killing and separating his teammates._

"He went that way by the way." Frost said, pointing to an opened doorway at the back. Gwen nodded in thanks and ran in that direction. Alex and Sam stayed behind to take care of Frost. So only Kevin, Flamar, and Devin followed Gwen out the door. They looked around and saw fighting off to the right.

Gwen drew in a breath as she saw Kai and Rick shooting at the Rakora with a few other soldiers. Mark was there as well ordering the troops into firing positions. Gwen and company ran for their position and ducked down behind it. She saw Jaime out with some troops fighting the Rakora hand to hand.

"Where's Ben?!" Gwen asked.

Mark pointed out towards the hand to hand combatants. Gwen peered out from behind the barricade to see him pointing at a Crystalsapien. She saw the Omnitrix symbol on his chest and realized it was Ben. Two other Crystalsapiens were fighting beside him. Gwen breathed a sigh of relief at the sight of Ben still alive, but it lasted only a moment. Grenades dropped down from the sky and went off around them. It wasn't explosive, but a gas.

"Put your masks on! Those are Toxin Grenades!"

As the soldiers around her struggled to put their breathing masks on, she looked around for one. Then she grabbed one from a fallen soldier. She put it on and looked around to see Kevin and the others had managed to put one on. She looked back out to the hand to hand combatants and gasped. They were coughing and crouching down on the ground. Rakora soldiers moved up and kicked the troops down. Dust settled over the ground as a large Rakora (nearly twice the size of a normal Rakora) walked up and stopped short of Ben who had turned back into his human form wheezing. The Rakora raised his arm to strike at Ben.

"Ben!" Mark cried out. Several soldiers rose with him and attempted to charge out to Ben, but a barrage of sniper fire took them all out. Gwen kept low and moved over to Mark. His breathing was ragged and blood was gushing out of his chest from three blaster wounds. She tried to stop the bleeding, but there was too much. She heard the ground shaking and looked up to see a huge cloud of dust forming and spreading out she saw Jaime look forward at something. Shock and disbelief showed on her face before the cloud enveloped her.

Gwen waited for the cloud to reach them before rushing out to where she last saw Ben. She was barely aware of the Rakora soldiers rushing off to a dropship nearby and taking off. All that mattered was her reaching Ben. As the Rakora dropships left the ground, the dust cloud was swept away. She came to a halt as she found Ben lying in a crater. The two Crystalsapiens, a few human soldiers, and Jaime were scattered about the crater as well.

"Ben…" Gwen asked. She stumbled closer to his crushed form. She fell to her knees and put her fingers to his neck. Tears welled up as she felt no pulse. She checked for breathing or any sign of movement. Nothing. "Ben? Ben! ...BEN!" She buried her face into his chest and cried. She was aware of the rest of Ben's team coming into the crater. She looked up to see them. Kevin had picked up Jaime who was breathing and struggling to open her eyes.

_Only half of his team survived and he wasn't one of them._ She returned her gaze to Ben's face and brushed the dirt off his face. "Gwen…"

She turned to see Jaime waking up. She saw her pointing to Ben and at her eyes. "Do you want me to look at his eyes?" Gwen asked. Jaime nodded before resting her head against Kevin's chest.

Gwen turned back. Ben's eyes were closed. She reached out nervously to Ben's eyes and pushed the eyelids back. She gasped at what she saw. Instead of the emerald orbs she expected, lifeless red eyes stared back at her.

"That's not Ben!" she cried out. She stood up and looked at the others around her.

"But if that's not Ben…" Rick said.

"Then where is he?" Kevin asked.

As one they looked up to see the last of the Rakora dropships fleeing the atmosphere. Gwen's eyes glowed violet in fury of what happened. _You're not taking my Ben away! Especially since I haven't given him my answer yet!_

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